The Amendment. The Amendment amends Section A of Article III
of the Articles of Incorporation of the Corporation to read in its entirety
as follows:

A.
Authorized Stock. The aggregate number of shares that
the corporation shall have authority to issue and the par value per share are
as follows:

ClassNumber of SharesPar
Value

Preferred
2,000,000 $1.00

Common
40,000,000 no
par value

3.

Board Action. The Board of Directors adopted the Amendment
at a meeting held on August 26, 2004. The Amendment was adopted pursuant to Section
13.1–706 of the Virginia Stock Corporation Act and no shareholder action was
required.

4.

Split of Issued and Outstanding Shares. Upon the effective date and time of the
Certificate of Amendment issued with respect to these Articles of Amendment
(the “Effective Time”), each issued and outstanding share of Common Stock, no
par value (the “Old Common Stock”), shall be split into two shares of Common
Stock, no par value (the “New Common Stock”). In connection with the
foregoing stock split, each share of Old Common Stock issued and outstanding
at the Effective Time shall thereafter be deemed to evidence, without any
action on the part of the holders thereof, one share of New Common Stock and
each stockholder of record at the Effective Time shall become entitled to
receive from the Corporation one share of New Common Stock for each share of
Old Common Stock held of record by such stockholder a the Effective Time.

5.

Effective Date and
Time. The Certificate of
Amendment to be issued by the Virginia State Corporation Commission shall
become effective at 11:59 p.m. Eastern Time on September 10, 2004.

Dated: August 31, 2004

AMERICAN
WOODMARK CORPORATION

By:

Title:

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

AMERICAN WOODMARKCORPORATION

ArticleI.Name. The name of the corporation is American Woodmark Corporation.

Article II. Purpose. The purpose
of the corporation is to transact any or all lawful business not required to be
stated in the articles of incorporation. The corporation shall have all powers
not prohibited by law or required to be stated in the articles of
incorporation.

Article III. Capital Stock.

A. Authorized
Stock. The aggregate number of shares that the corporation shall have
authority to issue and the par value per share are as follows:

Class

Number of

Shares

Par Value

Per Share

Preferred Stock

2,000,000

$1.00

Common Stock

20,000,000

no par value

B. Preferred
Stock. The Board of Directors is authorized to issue the Preferred Stock
from time to time in one or more series and to determine the relative rights
and preferences of each series by the adoption of an amendment to these
Articles of Incorporation fixing:

a. The
maximum number of shares in a series and the designation of the series, which
designation shall distinguish the shares thereof from the shares of any other series
or class;

b. The rate
of dividend, the time of payment, whether dividends shall be cumulative and if
so, the dates from which they shall be cumulative, and the extent of
participation rights, if any;

c. Any right
to vote with holder of shares of any other series or class and any right to
vote as a class, either generally or as a condition to specified corporate
action;

d. The price
at and the terms and conditions on which shares may be redeemed;

e. The amount
payable upon shares in event of involuntary liquidation;

f. The amount
payable upon shares in event of voluntary liquidation;

g. Sinking
fund provisions for the redemption or purchase of shares;

h. The terms
and conditions on which shares may be converted, if the shares of any series
are issued with the privilege of conversion; and

i. Any
other designations, rights, preferences or limitations that are now or
hereafter permitted by the laws of the Commonwealth of Virginia and are not
inconsistent with the provisions of this Section B.

Before the
issuance of any shares of a series of the Preferred Stock the amendment to
these Articles of Incorporation creating the series shall be set forth in
articles of amendment filed with and made effective by the State Corporation
Commission of Virginia, as required by law.

All shares of
the Preferred Stock, regardless of series, shall be identical with each other
in all respects except as otherwise provided in the description of the series.

C. Common
Stock. The holders of outstanding shares of the Common Stock shall, to the
exclusion of the holders of any other class of stock of the Corporation, have
the sole and full power to vote for the election of directors and for all other
purposes without limitation, except (i) as otherwise
provided in the articles of amendment applicable to any series of the Preferred
Stock, or (ii) as may be required by law. The holders of outstanding shares of
the Common Stock shall be entitled to one vote on each matter to be voted upon
by the stockholders for each share of the Common Stock which they hold.

D. Conversion
of Outstanding Common Stock. Upon the effective date of this amendment to
the Articles of Incorporation, each outstanding share of Common Stock, $l.00
par value, shall be immediately and automatically converted into one share of
Common Stock, no par value.

Article IV. No Preemptive Rights. No holder of any share of
capital stock of the corporation, whether now or hereafter authorized or outstanding,
shall have any preemptive right to acquire any share of stock or other security
that the corporation may determine to issue, whether the share of stock or
other security to be issued is now or hereafter authorized.

Article V. Indemnification.

A.
Definitions. For purposes of this Article the following definitions shall
apply:

“Corporation” means this corporation only and no
predecessor entity or other legal entity.

“Expenses” include counsel fees, expert witness
fees, and costs of investigation, litigation and appeal, as well as any amounts
expended in asserting a claim for indemnification.

“Liability” means the obligation to pay a judgment,
settlement, penalty, fine, or other such obligation, including, without
1imitation, any excise tax assessed with respect to an employee benefit plan.

B. Indemnification
of Directors and Officers. The corporation shall indemnify an individual
who is, was or is threatened to be made a part to any proceeding (including a
proceeding by or in the right of the corporation) because he is or was a
director or officer of the corporation or because, whi1e a director or officer
of the corporation, he is or was serving the corporation or any other legal
entity in any capacity at the request of the

corporation
against all liabilities and reasonable expenses incurred in the proceeding
except such liabilities and expenses incurred because of his willful misconduct
or knowing violation of the criminal law. Service as a director or officer of a
subsidiary of the corporation shall be deemed service at the request of the
corporation. The determination that indemnification under this Paragraph B is
permissible and the evaluation as to the reasonableness of expenses in a
specific case shall be made as provided by law; provided, however, that if a
majority of the directors of the corporation has changed after the date of the
alleged conduct giving rise to a claim for indemnification, such determination
and evaluation shall, at the option of the person claiming indemnification, be
made by special legal counsel agreed upon by the Board of Directors and such
person. Unless a determination has been made that indemnification is not
permissible, the corporation shall make advances and reimbursements for
expenses incurred by a director or officer in a proceeding upon receipt of an
undertaking from him to repay the same if it is ultimately determined that he
is not entitled to indemnification. Such undertaking shall be an unlimited,
unsecured general obligation of the director or officer and shall be accepted
without reference to his ability to make repayment. The termination of
proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or
its equivalent shall not of itself create a presumption that a director or
officer acted in such a manner as to make him ineligible for indemnification.
The corporation is authorized to contract in advance to indemnify any of its
directors or officers to the same extent as provided in this Paragraph.

C. Indemnification
of Others. The corporation may, to a lesser extent or to the same extent
that the corporation is required under Paragraph B to provide indemnification
and make advances and reimbursements for expenses to its directors and
officers, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, to the directors, officers, employees and
agents of its subsidiaries and predecessor entities, and to any person serving
any other legal entity in any capacity at the request of the corporation, and,
if authorized by general or specific action of the Board of Directors, may
contract in advance to do so. The determination that indemnification under this
Paragraph C is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be
made as authorized from time to time by general or specific action of the Board
of Directors, which action may be taken before or after a claim for
indemnification is made, or as otherwise provided by law. No person’s rights
under Paragraph B of this Article shall be limited by the provisions of this
Paragraph C.

D. Miscellaneous.
Every reference in this Article to persons who are or may be entitled to indemnification
shall include all persons who formerly occupied any of the positions referred
to and their respective heirs, executors and administrators. Special legal
counsel selected to make determinations under this Article may be counsel for
the corporation. Indemnification pursuant to this Article shall not be
exclusive of any other right of indemnification to which any person may be
entitled, including indemnification pursuant to a valid contract,
indemnification by legal entities other than the corporation and
indemnification under policies of insurance purchased and maintained by the
corporation or others. However, no person shall be entitled to indemnification
by the corporation to the extent he is indemnified by another, including an
insurer. The corporation is authorized to purchase and maintain insurance
against any liability it may have under this Article or to protect any of the
persons named above against any liability arising from their service to the
corporation or any other legal entity at the request of the corporation
regardless of the corporation’s power to indemnify against such liability. If
any provision of this Article or its application to any person or circumstance
is held invalid by a court of competent jurisdiction, the invalidity shall not
affect other

provisions
or applications of this Article, and to this end the provisions of this Article
are severable.

E. Application.
The provisions of this Article shall apply to indemnification and advances and
reimbursements for expenses after the date of this Article’s adoption, whether
arising from conduct or events before or after such date. No amendment,
modification or repeal of this Article shall diminish the rights provided
hereunder with respect to any claim arising from conduct or events before the
date of such amendment, modification or repeal.

Article VI. Transactions with Officers and
Directors.

A. Approval
of Contract. No contract or other transaction between the corporation and
one or more of its officers or directors or in which one or more of its
officers or directors are interested and no contract or other transaction
between the corporation and any other corporation, firm association or entity
in which one or more of its officers or directors are directors or officers or
are interested shall be either void or voidable
because of such relationship or interest or because such director or directors
are present at the meeting of the Board of Directors of the corporation or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because the votes of such director or directors are counted for
such propose, provided that the material facts as to the relationship or
interest are disclosed or known:

(i)

to the Board of
Directors or committee, which authorizes, approves or ratifies the contract
or transaction by a vote sufficient for the purpose without counting the
votes of such interested directors; or

(ii)

to the
stockholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent.

B. Contract
Fair and Reasonable. In any event, no contract or other transaction
described in paragraph A of this Article shall be void or voidable
despite failure to comply with parts (i) or (ii) of
paragraph A provided that such contract or transaction was fair and reasonable
to the corporation in view of all the facts known to any officer or director at
the time such contract or transaction was entered into on behalf of the
corporation. In an action to obtain relief for the corporation on account of a
contract or other transaction described in paragraph A in which there was no
compliance with parts (i) or (ii) of paragraph A,
such contract or transaction may be avoided for the benefit of the corporation,
and the court may grant other appropriate relief, unless the party seeking to
uphold the contract or transaction sustains the burden of proving that such
contract or transaction complied with the requirement of the first sentence of
this paragraph B.

Article VII. Registered Office and Agent.
The initial registered office is located at 1400 RossBuilding in the City of Richmond, Virginia. The
initial registered agent is R. Gordon Smith, whose business address is the same
as the initial registered office, and who is a resident of Virginia and a member of the Virginia state Bar.

Article VIII. Board of Directors.
The number of directors constituting the initial Board of Directors is four,
and their names and addresses are:

Name

Address

William F. Brandt, Jr.

420 Marion Street

Winchester. Virginia 22601

Jeffrey S. Holcomb

1117 Caroline Street

Winchester, Virginia22601

Donald P. Mathias

848 Cambridge Place

Winchester, Virginia22601

Richard A. Graber

601 Bellview
Avenue

Winchester, Virginia22601

Except for the initial Board of Directors, the number of directors
may be fixed by bylaw, or in the absence of such a bylaw, shall be four.

(The bylaws have fixed the number of directors at seven.)

Article IX. Limitation of Liability.
In every instance permitted by the Virginia Stock Corporation Act, as it now
exists or is hereafter amended (the “Act”), the liability to the corporation or
its shareholders of an officer or director of the corporation for damages
arising out of a single transaction, occurrence or course of conduct shall be
limited to one dollar.